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Debt | 9 Months Ended
--- | ---
Sep. 30, 2017
Debt Disclosure [Abstract] |
Debt | Note 7. Debt Debt at September 30, 2017, consisted of the following (in thousands):
|  | September 30, 2017 |
|  | Principal |  |  | Unamortized Discount |  |  | Total |
Loan and Security Agreement |  | $ | 30,000 |  |  | $ | (220 | ) |  | $ | 29,780 |
Less: debt - current |  |  | — |  |  |  | — |  |  |  | — |
Debt - non-current |  | $ | 30,000 |  |  | $ | (220 | ) |  | $ | 29,780 |
Debt at December 31, 2016, consisted of the following (in thousands):
|  | December 31, 2016 |
|  | Principal |  |  | Unamortized Discount |  |  | Net Carrying Value |
Loan and Security Agreement |  | $ | 19,499 |  |  | $ | (124 | ) |  | $ | 19,375 |
Less: debt - current |  |  | (7,013 | ) |  |  | 79 |  |  |  | (6,934 | )
Debt - non-current |  | $ | 12,486 |  |  | $ | (45 | ) |  | $ | 12,441 |
Principal and interest payments on debt at September 30, 2017, are expected to be as follows (in thousands):
Year ended December 31, |  | Principal |  |  | Interest |  |  | Total |
2017 |  | $ | — |  |  | $ | 609 |  |  | $ | 609 |
2018 |  |  | — |  |  |  | 2,445 |  |  |  | 2,445 |
2019 |  |  | 7,857 |  |  |  | 2,178 |  |  |  | 10,035 |
2020 |  |  | 8,571 |  |  |  | 1,489 |  |  |  | 10,060 |
2021 |  |  | 8,572 |  |  |  | 785 |  |  |  | 9,357 |
2022 |  |  | 5,000 |  |  |  | 2,535 |  |  |  | 7,535 |
Total |  | $ | 30,000 |  |  | $ | 10,041 |  |  | $ | 40,041 |
Loan and Security Agreement On June 30, 2014, the Company entered into a five year loan and security agreement with (the “Term Loan Agreement”) with Oxford Finance LLC ( “Oxford”) to borrow up to $30.0 million in term loans in three equal tranches (the “Term Loans”). On June 30, 2014, the Company received $10.0 million from the first tranche (“Term Loan A”). The second tranche of $10.0 million (“Term Loan B”) was drawn on June 15, 2015. Term Loan A bore an interest rate of 6.95%. Term Loan B bore an interest rate of 7.01%. Term Loans A and B were set to mature on June 1, 2019. On September 29, 2015, the Term Loan Agreement was amended to extend (i) the period in which the third tranche could have been drawn and (ii) the interest-only period for all advances under the Term Loan Agreement. The Company was required to make interest only payments through June 2016, followed by thirty-six months of equal principal and interest payments thereafter. On July 28, 2016, the Term Loan Agreement was amended to include an additional interest-only period for all advances under the Term Loan Agreement. As amended, the Company was required to make interest only payments from August 2016 through January 2017, followed by twenty-nine months of equal principal and interest payments thereafter. On April 27, 2017, the Term Loan Agreement was amended to include an additional interest-only period for all advances under the Term Loan Agreement. As amended, the Company was required to make interest only payments from May 2017 through December 2017, followed by eighteen months of equal principal and interest payments thereafter. The Company determined that these amendments to the Term Loan Agreement resulted in debt modifications. As a result, the accounting treatment for the Term Loan continues under the interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of each of these amendments to the Term Loan Agreement. The Company was also required to make a final payment equal to 7% of the principal amounts of the Term Loans drawn payable on the earlier to occur of maturity or prepayment. The costs associated with the final payment are recognized as interest expense over the life of the Term Loans. The Company could prepay at any time the Term Loans subject to declining prepayment fees over the term of the Term Loan Agreement. The Company pledged all current and future assets, excluding its intellectual property and 35% of the Company’s investment in its subsidiary, Cerus Europe B.V., as security for borrowings under the Term Loan Agreement. On July 31, 2017 (the “Closing Date”), the Company entered into an amended and restated loan and security agreement (the “Amended Credit Agreement”) with Oxford, which amends and restates in its entirety the Term Loan Agreement. The Amended Credit Agreement provides for secured growth capital term loans of up to $40.0 million (the “2017 Term Loans”). All of the Company’s current and future assets, excluding its intellectual property and 35% of the Company’s investment in Cerus Europe B.V., are secured for its borrowings under the Amended Credit Agreement. The 2017 Term Loans are available in two tranches. The first tranche of $30.0 million (“2017 Term Loan A”) was drawn by the Company on July 31, 2017, with the proceeds used in part to repay in full all of the outstanding term loans under the Term Loan Agreement of $17.6 million. The second tranche of $10.0 million (“2017 Term Loan B”) will be made available to the Company upon the Company’s achieving consolidated trailing six-month revenues as defined in the agreement (the “Revenue Milestone”). If the Revenue Milestone is achieved, the Company may draw the 2017 Term Loan B through the earlier of (i) January 31, 2019, and (ii) the date which is 60 days after the achievement of the Revenue Milestone. The 2017 Term Loans require interest-only payments through February 1, 2019, followed by 42 months payments of equal principal plus declining interest payments. However, if the Company draws the 2017 Term Loan B, then the interest-only period will be extended through August 1, 2019, and the amortization period will be reduced to 36 months. Interest on 2017 Term Loan A and 2017 Term Loan B will bear interest at a rate equal to the greater of (i) 8.01% and (ii) the three-month U.S. LIBOR rate plus 6.72%. The Company will also be required to make a final payment fee of 8.00% of the principal amounts of the 2017 Term Loans. The Amended Credit Agreement contains certain nonfinancial covenants, with which the Company was in compliance at September 30, 2017.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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